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Program on Corporate Governance Advisory Board
- Peter Atkins
- David Bell
- Kerry E. Berchem
- Richard Brand
- Daniel Burch
- Paul Choi
- Jesse Cohn
- Arthur B. Crozier
- Renata J. Ferrari
- Andrew Freedman
- Ray Garcia
- Joseph Hall
- Jason M. Halper William P. Mills
- David Millstone
- Theodore Mirvis
- Philip Richter
- Elina Tetelbaum
- Sebastian Tiller
- Marc Trevino
- Steven J. Williams
Author Archives: Harvard Law School Forum on Corporate Governance and Financial Regulation
SEC Changes Rules Affecting Risk Factors, Litigation and Disclosures by US Public Companies
The SEC issued new rules on August 26, 2020 which affect the business description, litigation disclosure, and risk factor disclosure of SEC-reporting companies in their annual and quarterly reports (10-K and 10-Q), registration statements (S-1 and S-3), and M&A disclosure filings (S-4 and 14A) filed with the SEC. These provisions had not been significantly revised […]
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Posted in Accounting & Disclosure, Practitioner Publications, Securities Litigation & Enforcement, Securities Regulation
Tagged Disclosure, Environmental disclosure, Form 10-K, Form 10-Q, Human capital, Risk disclosure, SEC, SEC rulemaking, Securities litigation, Securities regulation
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Weekly Roundup: September 4–10, 2020
Exit vs. Voice Posted by Eleonora Broccardo (University of Trento), Oliver Hart (Harvard University), and Luigi Zingales (University of Chicago), on Friday, September 4, 2020 Tags: Corporate Social Responsibility, Engagement, Environmental disclosure, ESG, Exit, Institutional Investors, Mutual funds, Stakeholders, Sustainability Meaningful Communications with Stakeholders During COVID-19 Posted by Eric Knachel, Deloitte & Touche LLP, on Friday, September 4, 2020 Tags: Accounting, Accounting standards, COVID-19, Disclosure, Financial reporting, GAAP, Risk, Risk disclosure SEC Expands Population Eligible to […]
Click here to read the complete postAn ASX Executive Remuneration Study
COVID-19 and the Impact on Remuneration The COVID-19 pandemic has had a severe negative impact on the global market. Australia is no exception, with nearly one million Australians losing their jobs. Amidst the crisis, various companies called on their board of directors to develop and implement crisis management strategies to maintain cash positions and ensure […]
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Posted in ESG, Executive Compensation, Institutional Investors, Practitioner Publications
Tagged Australia, Compensation ratios, COVID-19, ESG, Executive Compensation, Incentives, Institutional Investors, International governance, Management, Pay for performance, Proxy advisors, Say on pay
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DOL Proposes Rules Clarifying When ERISA Fiduciaries Need to Vote Proxies
On August 31, 2020, the U.S. Department of Labor (the “DOL”) proposed for public comment rules to clarify a misunderstanding that ERISA fiduciaries are required to vote all proxies, which it believes has caused plans to expend assets unnecessarily and without economic benefit to plan beneficiaries. The proposed rules provide that “fiduciaries must not vote in circumstances where plan […]
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Posted in Corporate Elections & Voting, Court Cases, ESG, Practitioner Publications, Securities Regulation
Tagged DOL, Engagement, ERISA, ESG, Fiduciary duties, Proxy advisors, Securities regulation, Shareholder voting
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Addressing the Challenge of Board Racial Diversity
After taking up the challenge of increasing board gender diversity, companies are now increasingly facing the challenge of achieving board racial diversity. Recent social unrest over systemic racial injustice has pushed racial inequity into sharp relief, leading many companies to consider actions they could take to implement the needed systemic transformation. Because, as it’s often […]
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Posted in Accounting & Disclosure, Boards of Directors, ESG, Practitioner Publications
Tagged Board composition, Board dynamics, Board leadership, Boards of Directors, Diversity, ESG, Social networks, Surveys
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Designing More Durable JV Agreements
When Honeywell restructured its highly-successful joint venture in Japan with Yamatake in 1990, the dealmakers included vaguely-defined scope and exclusivity terms—a decision that ultimately contributed to the end of the 40-year partnership. These terms allowed both Honeywell and the JV to compete in “Other Asia,” a geographic market which included China; the parties felt their […]
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Posted in Comparative Corporate Governance & Regulation, Practitioner Publications
Tagged Contracts, Joint ventures, Non-competition agreements
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Comment on the Proposed DOL Rule
Summary: The proposed rule is unnecessary and represents a confused understanding of ESG and its role in mainstream investment analysis. The rule overlooks and fails to address the volume of institutional investors (across segments and strategies) that are incorporating analysis of ESG issues into mainstream investment analysis, including buy, sell and hold decisions, upgrade and […]
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